Beruflich Dokumente
Kultur Dokumente
145578
PETRONILA C. TUPAZ,
Petitioners,
Present:
Chairman,
- versus - Quisumbing,
Ynares-Santiago,
Carpio, and
Azcuna, JJ.
ISLANDS,
x-------------------------------------------------x
DECISION
CARPIO, J.:
The Case
This is a petition for review[1] of the Decision[2] of the Court of Appeals dated 7
September 2000 and its Resolution dated 18 October 2000. The 7 September 2000
Decision affirmed the ruling of the Regional Trial Court, Makati, Branch 144 in a
case for estafa under Section 13, Presidential Decree No. 115. The Court of
reconsideration.
The Facts
with the Philippine Army to supply the latter with survival bolos.
To finance the purchase of the raw materials for the survival bolos, petitioners, on
Islands (respondent bank) for two commercial letters of credit. The letters of credit
Maresco Corporation.
C. Tupaz IV (petitioner Jose Tupaz) signed, in his personal capacity, a trust receipt
Tupaz bound himself to sell the goods covered by the letter of credit and to remit
the proceeds to respondent bank, if sold, or to return the goods, if not sold, on or
(for P294,000). Petitioners bound themselves to sell the goods covered by that
letter of credit and to remit the proceeds to respondent bank, if sold, or to return the
materials to El Oro Corporation, respondent bank paid the former P564,871.05 and
P294,000, respectively.
Petitioners did not comply with their undertaking under the trust receipts.
Respondent bank made several demands for payments but El Oro Corporation
made partial payments only. On 27 June 1983 and 28 June 1983, respondent banks
counsel[5] and its representative[6] respectively sent final demand letters to El Oro
Corporation. El Oro Corporation replied that it could not fully pay its debt because
the Armed Forces of the Philippines had delayed paying for the survival bolos.
Respondent bank charged petitioners with estafa under Section 13, Presidential
Decree No. 115 (Section 13)[7] or Trust Receipts Law (PD 115). After preliminary
investigation, the then Makati Fiscals Office found probable cause to indict
(docketed as Criminal Case Nos. 8848 and 8849) with the Regional Trial Court,
Makati, on 17 January 1984 and the cases were raffled to Branch 144 (trial court)
on 20 January 1984. Petitioners pleaded not guilty to the charges and trial ensued.
During the trial, respondent bank presented evidence on the civil aspect of the
cases.
On 16 July 1992, the trial court rendered judgment acquitting petitioners of estafa
on reasonable doubt. However, the trial court found petitioners solidarily liable
with El Oro Corporation for the balance of El Oro Corporations principal debt
under the trust receipts. The dispositive portion of the trial courts Decision
provides:
In holding petitioners civilly liable with El Oro Corporation, the trial court
held:
[S]ince the civil action for the recovery of the civil liability is deemed
impliedly instituted with the criminal action, as in fact the prosecution thereof was
actively handled by the private prosecutor, the Court believes that the El Oro
Engraver Corporation and both accused Jose C. Tupaz and Petronila Tupaz,
jointly and solidarily should be held civilly liable to the Bank of the Philippine
Islands. The mere fact that they were unable to collect in full from the AFP and/or
the Department of National Defense the proceeds of the sale of the delivered
survival bolos manufactured from the raw materials covered by the trust receipt
agreements is no valid defense to the civil claim of the said complainant and
surely could not wipe out their civil obligation. After all, they are free to institute
an action to collect the same.[9]
their acquittal operates to extinguish [their] civil liability and (2) at any rate, they
In its Decision of 7 September 2000, the Court of Appeals affirmed the trial courts
It is clear from [Section 13, PD 115] that civil liability arising from the violation
of the trust receipt agreement is distinct from the criminal liability imposed
therein. In the case of Vintola vs. Insular Bank of Asia and America, our Supreme
Court held that acquittal in the estafa case (P.D. 115) is no bar to the institution of
a civil action for collection. This is because in such cases, the civil liability of the
accused does not arise ex delicto but rather based ex contractu and as such is
distinct and independent from any criminal proceedings and may proceed
regardless of the result of the latter. Thus, an independent civil action to enforce
the civil liability may be filed against the corporation aside from the criminal
action against the responsible officers or employees.
xxx
[W]e hereby hold that the acquittal of the accused-appellants from the
criminal charge of estafa did not operate to extinguish their civil liability under
the letter of credit-trust receipt arrangement with plaintiff-appellee, with which
they dealt both in their personal capacity and as officers of El Oro Engraver
Corporation, the letter of credit applicant and principal debtor.
Appellants argued that they cannot be held solidarily liable with their corporation,
El Oro Engraver Corporation, alleging that they executed the subject documents
including the trust receipt agreements only in their capacity as such corporate
officers. They said that these instruments are mere pro-forma and that they
executed these instruments on the strength of a board resolution of said
corporation authorizing them to apply for the opening of a letter of credit in favor
of their suppliers as well as to execute the other documents necessary to
accomplish the same.
xxx
The Issues
(2) If so
and
The petition is partly meritorious. We affirm the Court of Appeals ruling with the
A corporation, being a juridical entity, may act only through its directors, officers,
agents, are not theirs but the direct liability of the corporation they represent.[12]
As an exception, directors or officers are personally liable for the corporations
Here, the dorsal side of the trust receipts contains the following stipulation:
In consideration of your releasing to under the terms of this Trust Receipt the goods described
herein, I/We, jointly and severally, agree and promise to pay to you, on demand, whatever sum
or sums of money which you may call upon me/us to pay to you, arising out of, pertaining to,
and/or in any way connected with, this Trust Receipt, in the event of default and/or non-
fulfillment in any respect of this undertaking on the part of the said . I/we further agree that
my/our liability in this guarantee shall be DIRECT AND IMMEDIATE, without any need
whatsoever on your part to take any steps or exhaust any legal remedies that you may have
against the said . before making demand upon me/us.[14] (Capitalization in the original)
In the trust receipt dated 9 October 1981, petitioners signed below this clause as officers of El
Oro Corporation. Thus, under petitioner Petronila Tupazs signature are the words Vice-
PresTreasurer and under petitioner Jose Tupazs signature are the words Vice-PresOperations. By
so signing that trust receipt, petitioners did not bind themselves personally liable for El Oro
Corporations obligation. In Ong v. Court of Appeals,[15] a corporate representative signed a
solidary guarantee clause in two trust receipts in his capacity as corporate representative. There,
the Court held that the corporate representative did not undertake to guarantee personally the
payment of the corporations debts, thus:
[P]etitioner did not sign in his personal capacity the solidary guarantee
clause found on the dorsal portion of the trust receipts. Petitioner placed his
signature after the typewritten words ARMCO INDUSTRIAL CORPORATION
found at the end of the solidary guarantee clause. Evidently, petitioner did not
undertake to guaranty personally the payment of the principal and interest of
ARMAGRIs debt under the two trust receipts.
Hence, for the trust receipt dated 9 October 1981, we sustain petitioners claim that they are not
personally liable for El Oro Corporations obligation.
For the trust receipt dated 30 September 1981, the dorsal portion of which petitioner Jose
Tupaz signed alone, we find that he did so in his personal capacity. Petitioner Jose Tupaz did not
indicate that he was signing as El Oro Corporations Vice-President for Operations. Hence,
petitioner Jose Tupaz bound himself personally liable for El Oro Corporations debts. Not being a
party to the trust receipt dated 30 September 1981, petitioner Petronila Tupaz is not liable under
such trust receipt.
As stated, the dorsal side of the trust receipt dated 30 September 1981
provides:
In consideration of your releasing to under the terms of this Trust Receipt the goods described
herein, I/We, jointly and severally, agree and promise to pay to you, on demand, whatever sum
or sums of money which you may call upon me/us to pay to you, arising out of, pertaining to,
and/or in any way connected with, this Trust Receipt, in the event of default and/or non-
fulfillment in any respect of this undertaking on the part of the said . I/we further agree that
my/our liability in this guarantee shall be DIRECT AND IMMEDIATE, without any need
whatsoever on your part to take any steps or exhaust any legal remedies that you may have
against the said . Before making demand upon me/us. (Underlining supplied; capitalization in the
original)
The lower courts interpreted this to mean that petitioner Jose Tupaz bound himself
solidarily liable with El Oro Corporation for the latters debt under that trust receipt.
This is error.
corporate officer who bound himself personally liable for the corporations
obligation. The petitioner in that case contended that the stipulation we jointly and
severally agree and undertake rendered the corporate officer solidarily liable with
the corporation. We dismissed this claim and held the corporate officer liable as
guarantor only. The Court further ruled that had there been more than one
signatories to the trust receipt, the solidary liability would exist between the
guarantors. We held:
xxx
Our xxx reading of the questioned solidary guaranty clause yields no other
conclusion than that the obligation of Chi is only that of a guarantor. This is
further bolstered by the last sentence which speaks of waiver of exhaustion,
which, nevertheless, is ineffective in this case because the space therein for the
party whose property may not be exhausted was not filled up. Under Article 2058
of the Civil Code, the defense of exhaustion (excussion) may be raised by a
guarantor before he may be held liable for the obligation. Petitioner likewise
admits that the questioned provision is a solidary guaranty clause, thereby clearly
distinguishing it from a contract of surety. It, however, described the guaranty as
solidary between the guarantors; this would have been correct if two (2)
guarantors had signed it. The clause we jointly and severally agree and undertake
refers to the undertaking of the two (2) parties who are to sign it or to the liability
existing between themselves. It does not refer to the undertaking between either
one or both of them on the one hand and the petitioner on the other with respect to
the liability described under the trust receipt. xxx
However, respondent banks suit against petitioner Jose Tupaz stands despite the Courts
finding that he is liable as guarantor only. First, excussion is not a pre-requisite to secure
judgment against a guarantor. The guarantor can still demand deferment of the execution of the
judgment against him until after the assets of the principal debtor shall have been exhausted.[19]
Second, the benefit of excussion may be waived.[20] Under the trust receipt dated 30 September
1981, petitioner Jose Tupaz waived excussion when he agreed that his liability in [the] guaranty
shall be DIRECT AND IMMEDIATE, without any need whatsoever on xxx [the] part [of
respondent bank] to take any steps or exhaust any legal remedies xxx. The clear import of this
stipulation is that petitioner Jose Tupaz waived the benefit of excussion under his guarantee.
As guarantor, petitioner Jose Tupaz is liable for El Oro Corporations principal debt and
other accessory liabilities (as stipulated in the trust receipt and as provided by law) under the
trust receipt dated 30 September 1981. That trust receipt (and the trust receipt dated 9 October
1981) provided for payment of attorneys fees equivalent to 10% of the total amount due and an
interest at the rate of 7% per annum, or at such other rate as the bank may fix, from the date due
until paid xxx.[21] In the applications for the letters of credit, the parties stipulated that drafts
drawn under the letters of credit are subject to interest at the rate of 18% per annum.[22]
The lower courts correctly applied the 18% interest rate per annum considering that the
face value of each of the trust receipts is based on the drafts drawn under the letters of credit.
Based on the guidelines laid down in
Eastern Shipping Lines, Inc. v. Court of Appeals,[23] the accrued stipulated interest earns 12%
interest per annum from the time of the filing of the Informations in the Makati Regional Trial
Court on 17 January 1984. Further, the total amount due as of the date of the finality of this
Decision will earn interest at 18% per annum until fully paid since this was the stipulated rate in
the applications for the letters of credit.[24]
the trial court used, is no longer useful as it does not specify the amounts owing
under each of the trust receipts. Hence, in the execution of this Decision, the trial
court shall compute El Oro Corporations total liability under each of the trust
receipts dated 30 September 1981 and 9 October 1981 based on the following
formula:[25]
Interest = principal x 18 % per annum x no. of years from due date[27] until finality of
judgment
In so delegating this task, we reiterate what we said in Rizal Commercial Banking Corporation
v. Alfa RTW Manufacturing Corporation[28] where we also ordered the trial court to compute
the amount of obligation due based on a formula substantially similar to that indicated above:
The total amount due xxx [under] the xxx contract[] xxx may be easily
determined by the trial court through a simple mathematical computation based
on the formula specified above. Mathematics is an exact science, the application
of which needs no further proof from the parties.
The rule is that where the civil action is impliedly instituted with the
Here, respondent bank chose not to file a separate civil action[30] to recover payment
under the trust receipts. Instead, respondent bank sought to recover payment in Criminal Case
Nos. 8848 and 8849. Although the trial court acquitted petitioner Jose Tupaz, his acquittal did
not extinguish his civil liability. As the Court of Appeals correctly held, his liability arose not
from the criminal act of which he was acquitted (ex delito) but from the trust receipt contract (ex
contractu) of 30 September 1981. Petitioner Jose Tupaz signed the trust receipt of 30 September
1981 in his personal capacity.
Petitioners raise for the first time in this appeal the contention that El Oro
Corporations debts under the trust receipts are not yet due and demandable.
have no merit. Under the terms of the trust receipts dated 30 September 1981 and 9
October 1981, El Oro Corporations debts fell due on 29 December 1981 and 8
Neither is there merit to petitioners claim that the trust receipts were simulated.
During the trial, petitioners did not deny applying for the letters of credit and
subsequently executing the trust receipts to secure payment of the drafts drawn
WHEREFORE, we GRANT the petition in part. We AFFIRM the Decision of the Court of
Appeals dated 7 September 2000 and its Resolution dated 18 October 2000 with the following
MODIFICATIONS:
1) El Oro Engraver Corporation is principally liable for the total amount due under the
trust receipts dated 30 September 1981 and 9 October 1981, as computed by the
Regional Trial Court, Makati, Branch 144, upon finality of this Decision, based on
the formula provided above;
2) Petitioner Jose C. Tupaz IV is liable for El Oro Engraver Corporations total debt
under the trust receipt dated 30 September 1981 as thus computed by the Regional
Trial Court, Makati, Branch 144; and
3) Petitioners Jose C. Tupaz IV and Petronila C. Tupaz are not liable under the trust
receipt dated 9 October 1981.
SO ORDERED.
ANTONIO T. CARPIO
Associate Justice